TERMS OF SERVICE

1. General. Broca websites (“Websites”) and mobile applications (“Apps”) and related services (together with the Websites, the “Service”), are operated by Broca, Inc. (“Broca,” “us,” or “we”). Access and use of the Service is subject to the following Terms of Service (“Terms of Service”). By accessing or using any part of the Service, you represent that you have read, understood, and agree to be bound by these Terms of Service including any future modifications. Broca may amend, update or change these Terms of Service. If you do not agree to abide by these Terms of Service, you are not authorized to use, access or participate in the Service.

PLEASE NOTE THAT THESE TERMS OF SERVICE CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS. VIEW THESE TERMS HERE.

1. The Service. The Service allows users to access and use a variety of educational services, including learning or practicing a language. Broca may, in its sole discretion and at any time, update, change, suspend, make improvements to or discontinue any aspect of the Service, temporarily or permanently.
2. Registration and Submission of Content. In connection with registering for and using the Service, you agree (i) to provide accurate, current and complete information about you and/or your organization as requested by Broca; (ii) to maintain the confidentiality of your password and other information related to the security of your account; (iii) to maintain and promptly update any registration information you provide to Broca, to keep such information accurate, current and complete; and (iv) to be fully responsible for all use of your account and for any actions that take place through your account.
3. Representations and Warranties. You represent and warrant to Broca that your access and use of the Service will be in accordance with these Terms of Service and with all applicable laws, rules and regulations of the United States and any other relevant jurisdiction, including those regarding online conduct or acceptable content, and those regarding the transmission of data or information exported from the United States and/or the jurisdiction in which you reside. You further represent and warrant that you have created or own any material you submit via the Service and that you have the right, as applicable, to grant us a license to use that material as set forth above or the right to assign that material to us as set forth below.

You represent and warrant that (1) you are not organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive U.S. economic or trade sanctions (i.e., an embargo) or (2) identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, or (3) otherwise the target of U.S. sanctions.

1. Inappropriate Use. You will not upload, display or otherwise provide on or through the Service any content that:
   1. is unlawful, harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable;
   2. impersonates any person or entity;
   3. infringes any patent, trademark, trade secret, copyright, right of publicity, right of privacy or other right of any other person or entity;
   4. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
   5. attempts to decompile, reverse engineer, or otherwise attempt to obtain the source code of the Service;
   6. take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;
   7. contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program, uses any manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any part of the Service;
   8. interfere or attempt to interfere with the security or proper working of the Service; or
   9. otherwise take any action in violation of our guidelines and policies.
2. Indemnification of Broca. You agree to defend, indemnify and hold harmless Broca and its directors, officers, employees, contractors, agents, suppliers, licensors, successors and assigns, from and against any and all losses, claims, causes of action, obligations, liabilities and damages whatsoever, including attorneys’ fees, arising out of or relating to your access or use of the Service, any false representation made to us (as part of these Terms of Service or otherwise), your breach of any of these Terms of Service, or any claim that any translation we provide to you is inaccurate, inappropriate or defective in any way whatsoever.
3. License. Subject to the terms of these Terms of Service, Broca grants you a non-transferable, non-exclusive license to download, install, and use the Service in object code form only on a device that you own or control. Broca and its licensors own and shall retain all intellectual property rights and other rights in and to the Apps, and any changes, modifications, or corrections thereto.
4. Subscription. If you purchase an auto-renewing periodic subscription through the Service, your Broca account will be billed continuously for the subscription until you terminate it. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically renew for an additional equivalent period. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, you will need to log in to your Broca account and follow instructions to terminate or change your subscription. Deleting the Service from your devices will not delete your Broca account and will not cancel your subscription. You agree to pay all fees and applicable taxes incurred by you or anyone using a Broca account registered to you. Broca may revise the pricing for the goods and services offered through the Service at any time. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
5. Processing of Payment. All financial transactions made in connection with the Service will be processed by a third party in accordance with their respective terms of use, privacy policy, and/or any applicable payment terms and conditions. We encourage you to learn about the practices of such third party. In no event will Broca be responsible for the actions or inactions of any third party payment processor, including, but not limited to, system downtime or payment service outages.
6. Termination. Broca may terminate your access and use of the Service immediately at any time, for any reason, and at such time you will have no further right to use the Service. You may terminate your Broca account at any time by following the instructions available through the Service. The provisions of these Terms of Service relating to the protection and enforcement of Broca’s proprietary rights, your representations and warranties, disclaimer of representations and warranties, release and indemnities, limitations of liability and types of damages, ownership of data and information, governing law and venue, and miscellaneous provisions shall survive any such termination.
7. Refund Policy. In the event that Broca suspends or terminates your use of the Service or these Terms of Service or you close your account voluntarily, you understand and agree that you will receive no refund or exchange of any kind.
8. Proprietary Rights.

1. 1. Ownership by Broca. All content available through the Service, including designs, text, graphics, images, information, software, audio and other files, and their selection and arrangement (the “Service Content“), are the proprietary property of Broca or its licensors. No Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, other than as expressly permitted in these Terms of Service.

1. User Generated Materials. As between you and Broca, all data, information and materials generated from your access and use of the Service, including content generated by you (collectively, the “User Generated Materials”), shall be exclusively owned by Broca, and you shall not have any right to use such User Generated Materials except as expressly authorized by these Terms of Service. By using the Service, you hereby assign to Broca any and all rights, title and interest, including any intellectual property rights or proprietary rights, in the User Generated Materials. All rights of Broca or its licensors that are not expressly granted in these Terms of Service are reserved to Broca and its licensors. Notwithstanding the foregoing, Broca will not share your personal photographs with other users of the Service or in connection with third-party advertising without your prior consent.
2. Royalty Free Perpetual License. To the extent rights to the User Generated Materials cannot be assigned to Broca, you hereby grant to Broca a royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, create derivative works from, incorporate such User Generated Materials into other works; sublicense through multiple tiers the User Generated Materials, and acknowledge that this license cannot be terminated by you once your User Generated Materials are submitted to the Service. You represent that you own or have secured all legal rights necessary for the User Generated Materials submitted by you to be used by you, Broca, and others as described and otherwise contemplated in these Terms of Service. You understand that other users will have access to the User Generated Materials and that neither they or Broca have any obligation to you or anyone else to maintain the confidentiality of the User Generated Materials.

1. Third Party Sites, Links, Services. The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Broca. We do not endorse or assume any responsibility for any such third-party sites, information, materials, Services, or services. If you access any third-party website, service, or content from Broca, you understand that these Terms of Service and our Privacy Policy do not apply to your use of such sites. You expressly acknowledge and agree that Broca shall not be responsible or liable, directly or indirectly, for any damage or loss arising from your use of any third-party website, service, or content. The Service may include advertisements, which may be targeted to the content or information on the Service, or other information. The types and extent of advertising by Broca on the Service are subject to change. In consideration for Broca granting you access to and use of the Service, you agree that Broca and its third-party providers and partners may place such advertising in connection with the display of content or information submitted by you or others.
2. No Representations or Warranties. The Service, including all images, audio, and other content therein, and any other information, property and rights granted or provided to you by Broca are provided to you on an “as-is” basis. Broca and its suppliers make no representations or warranties of any kind with respect to the Service, either express or implied, and all such representations and warranties, including warranties of merchantability, fitness for a particular purpose or noninfringement, are expressly disclaimed. Broca makes no warranty or representation that the content accessed, displayed, or used in connection with the Service will be appropriate for all users. Without limiting the generality of the foregoing, Broca does not make any representation or warranty of any kind relating to accuracy, service availability, completeness, informational content, error-free operation, results to be obtained from use, or non-infringement. Access and use of the Service may be unavailable during periods of peak demand, system upgrades, malfunctions or periods of maintenance or for other reasons.
3. Damages and Liability LIMITATIONS. In no event will Broca be liable to you or any third party claiming through you (whether based in contract, tort, strict liability or other theory) for indirect, incidental, special, consequential or exemplary damages arising out of or relating to the access or use of, or the inability to access or use, the Service or any portion thereof, including but not limited to the loss of use of the Service, inaccurate results, loss of profits, business interruption, or damages stemming from loss or corruption of data or being rendered inaccurate, the cost of recovering any data, the cost of substitute services or claims by third parties for any damage to computers, software, modems, telephones or other property, even if Broca has been advised of the possibility of such damages. Broca’s liability to you or any third party claiming through you for any cause whatsoever, and regardless of the form of action, is limited to the amount paid, if any, by you to Broca in the twelve (12) months prior to the initial action giving rise to liability. This is an aggregate limit. The existence of more than one claim will not increase such limit.
4. Trademarks. “Broca” and all other trademarks, service marks, graphics and logos used in connection with the Service are trademarks or service marks of Broca or their respective owners, and certain of them are registered with the United States Patent and Trademark Office. Access and use of the Service does not grant or provide you with the right or license to reproduce or otherwise use the Broca name or any Broca or third-party trademarks, service marks, graphics or logos.
5. Privacy Policy. Use of the Service is also governed by our Privacy Policy, a copy of which is located at [https://brocaapp.com/privacy-policy/]. By using the Service, you consent to the terms of the Privacy Policy.
6. Digital Millennium Copyright Act. If you are a copyright owner and have a good faith belief that any material available through the Service infringes upon your copyrights, you may submit a copyright infringement notification to Broca pursuant to the Digital Millennium Copyright Act by providing us with the following information in writing:
   1. an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest;
   2. a description of the copyrighted work that you claim has been infringed;
   3. a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
   4. your address, telephone number, and email address;
   5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
   6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf. Procedure to Deliver Counter-Notice:If any user believes any material removed is either not infringing or that such user has the right to post and use such material from the copyright owner, the copyright owner’s agent, or pursuant to the law, the user must send a counter-notice containing the following information to the Designated Agent listed below:
      1. A physical or electronic signature of the user;
      2. Identification of the material that has been removed and the location at which the material appeared before it was removed;
      3. A statement that the user has a good faith belief that the material was removed as a result of mistake or a misidentification of the material; and
      4. The user’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the user’s address is located, or if the user’s address is located outside the United States, for any judicial district in which Broca is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Designated Agent, Broca will forward a copy of the counter-notice to the original complaining party informing that person that Broca may restore the removed material following 10 days. The original complaining party will then have 10 days to notify us that he or she has filed legal action relating to the allegedly infringing material. If Broca does not receive any such notification within 10 days, we may restore the material, at our discretion. Please contact admin@brocaapp.com.

Please consult your legal counsel for further details or see 17 U.S.C. §512(c)(3).

1. Governing Law and Arbitration; No Class Action. These Terms of Service, its subject matter and Broca’s and your respective rights under these Terms of Service, as well as and any claim, cause of action or dispute (“claim”) arising out of or related to these Terms of Service, shall be governed by and construed under the laws of the State of Delaware, United States of America, excluding the conflict of law provisions of that or any other jurisdiction, regardless of your country of origin or where you access the Service. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS OF SERVICE OR THE SERVICE WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except for Broca’s right to seek injunctive relief as set forth below. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding. If you do not want to arbitrate disputes with Broca and you are an individual, you may opt out of this arbitration agreement by sending an email to [admin@brocaapp.com] within 30 days of the day you first access or use the Service.If you intend to seek arbitration you must first send written notice to Broca of your intent to arbitrate (“Notice”). The Notice to Broca should be sent by any of the following means: (i) electronic mail to [admin@brocaapp.com]; or (ii) sending the Notice by U.S. Postal Service certified mail to Broca, Inc., Attention: [BROCA, INC. JACOB G. ZITTERKOPF, DDS, MSD | 16192 COASTAL HWY | LEWES, DE 19958]. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought; and (z) set forth your name, address and contact information. If we intend to seek arbitration against you, we will send any notice of dispute to you at the contact information we have for you. The arbitration will be conducted before a neutral single arbitrator in Scotts Bluff County, Nebraska, whose decision will be final and binding, and the arbitral proceedings will be governed by the American Arbitration Association (“AAA”) under its AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes, as modified by these Terms of Service. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of these Terms of Service. If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. We will reimburse all other AAA filing, administration and arbitrator fees paid by you, unless the arbitrator determines that the arbitration was frivolous or brought for an improper purpose, in which case the payment of all such fees shall be governed by the AAA rules. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any claim where the potential award is reasonably likely to be $10,000 or less, either you or Broca may elect to have the dispute resolved through non-appearance-based arbitration.

To the fullest extent permitted by applicable law, YOU AND BROCA EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, YOU AND BROCA EACH WAIVE ANY RIGHT TO A JURY TRIAL. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and Broca agree that all claims arising out of or related to these Terms of Service must be resolved exclusively by a state or federal court located in Scotts Bluff County, Nebraska, and you and Broca each agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating all such claims. Notwithstanding the above, you agree that Broca shall still be allowed to apply for and obtain injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

1. Language. This agreement was originally written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version controls.
2. COPPA Compliance. To the extent that the Children’s Online Privacy Protection Act 1998 is deemed to apply to us, the Service does not seek to collect personal information from children under 13. You may request access and/or rectification of your data or data relating to your children at all times via our support email address, support@brocaapp.com.
3. Miscellaneous. These Terms of Service constitute the entire agreement between Broca and you concerning the subject matter hereof. In the event that any of the Terms of Service are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect. A waiver by Broca or you of any provision of these Terms of Service or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Broca may assign its rights or obligations under these Terms of Service without condition. These Terms of Service will be binding upon and will inure to the benefit of Broca and you, and Broca’s and your respective successors and permitted assigns.